(Citgo, 11.Aug.2022) — Citgo Holding, Inc., a Delaware corporation, today announced its offer to purchase for cash an aggregate principal amount of up to $286.231mn (the “Excess Cash Flow Offer Amount”) of its 9.25% Senior Secured Notes due 2024 at a purchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the settlement date, on the terms and subject to the conditions set forth in the Offer to Purchase, dated 11 August 2022.
The Offer will expire at 5:00 p.m., New York City time, on 9 September 2022, unless extended or earlier terminated by the company (the “Expiration Time”). Subject to the Excess Cash Flow Offer Amount of $286.231mn, for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) prior to the Expiration Time and accepted by the company, holders of Notes will receive $1,000 in cash (the “Offer Price”), plus accrued and unpaid interest to, but excluding, the settlement date. Tendered Notes may be validly withdrawn at any time prior to the Expiration Time, unless extended or earlier terminated by the company. The settlement date is currently expected to be the fifth business day following the Expiration Time.
If the aggregate principal amount of the Notes tendered in the Offer exceeds the Excess Cash Flow Offer Amount of $286.231mn, the company will purchase Notes having an aggregate principal amount equal to the Excess Cash Flow Offer Amount on a pro rata basis (subject to the applicable procedures of The Depository Trust Company), with adjustments as may be deemed appropriate by the Trustee (as defined below).
The Notes are governed by an indenture, dated as of 1 August 2019 (as amended to the date hereof, the “Indenture”), by and among the company, the Guarantors party thereto and TMI Trust Company, as trustee. Under the terms of the Indenture, Citgo is obligated to offer to purchase for cash an aggregate principal amount of up to the Excess Cash Flow Offer Amount of its outstanding Notes at the Offer Price. The Offer is being made to satisfy this requirement.
The Excess Cash Flow Offer Amount is equal to 50% of the Excess Cash Flow (as defined in the Indenture) of the company and certain of its subsidiaries for the Excess Cash Flow Period (as defined in the Indenture), minus the mandatory prepayment offer amount under the excess cash flow offer provisions of the Term Loan Facility (as defined in the Indenture). In this regard, the company has commenced a concurrent offer of prepayment equal to approximately $482.673mn in aggregate principal amount of outstanding indebtedness under the Term Loan Facility. The Offer and the concurrent offer under the Term Loan Facility are not conditioned on one another.
None of the company, its board of directors (or any committee thereof), TMI Trust Company, the depositary for the Offer, or the Trustee or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Offer.
This announcement is not an offer to purchase or sell, or a solicitation of an offer to purchase or sell any securities. The Offer is being made solely by the Offer to Purchase. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.